Run the Distance
by kinatsurune
Summary: Normally, Robin would have been more curious as to why this kid with a strange watch was so afraid of the Teen Titans…but at the moment, he was a bit more concerned with tracking down one of the many aliens that seemed to have invaded the city. NONCON
1. Prologue

_Disclaimer: I don't own Teen Titans or Ben10, this is not for profit_

_Summary: Normally, Robin would have been more curious as to why this golden eyed kid with a rather strange looking watch was so afraid of the esteemed Teen Titans…but at the moment, he was a bit more concerned with tracking down one of the many aliens that seemed to have invaded Jump City._

_A/N: This takes place when Ben is still 10 years old, none of that alien force stuff…especially since I haven't even seen it yet. Truthfully, I sort of stopped watching Ben10 a while ago but seeing an old episode made me reminisce and I was ambushed by a plot bunny in the process. This fic was mostly inspired by that one episode when Ben considers running off when his Grandpa gets hurt. And obviously, as indicated in the summary, this will be a crossover with Teen Titans._

_Chapter Notes: I'm sorry I made Gwen such a jerk in this, but people stricken with grief sometimes say things they don't mean._

_**Warning: There is noncon in future chapters, hence the M-rating. I've warned you now and I'll warn you again then, so if you can't handle something like that DON'T READ. Simple as that. Other than that one scene, this whole fic is PG13.**  
_

**Prologue**

It should have been just like any other time. Some alien came seeking the Omnitrix, came after him as a result, and he'd proceed to beat their butts into the ground. Gwen would be standing off to the side, obviously jealous of his superior hero-ing abilities, and Grandpa would be looking on proudly. That's how it always happened.

So how could today go so different?

Instead of boasting gleefully what an awesome hero he made after yet another successful defeat of some nameless alien, Benjamin Tennyson found himself mournfully staring at the still figure of his grandfather, the blankets barely rising as the old man struggled to breathe with the aid of numerous machines. The clean, antiseptic smell of the hospital made Ben slightly nauseous, or was it because of the immense guilt growing in the pit of his stomach?

"Ben."

Ben winced at the sound of his cousin's voice, knowing she was going to lecture him yet again. Except this time, it would be ten times worse because he knew she would be right. Hiding his guilt, the ten year old schooled his face into the usual impatient irritation he always displayed when talking to Gwen. "Aw come on, don't tell me you're going to lecture me _again_," He whined as he turned to face the girl. "Seriously Gwen, you don't-"

"Seriously? SERIOUSLY?" The redhead exploded, her green eyes practically flaming in her anger and frustration. "Since when have you _ever_ been serious about the Omnitrix?" Gwen struggled to keep her voice down, not wanting to get kicked out and away from her Grandfather's side. Tears leaked from her bright green eyes as she continued on in an angry hiss. "If it weren't for you and that _stupid_ watch, this wouldn't have happened to Grandpa, and we wouldn't be sitting here, waiting for some nurse to tell us whether he's going to live or not! How many times did I tell you to stop treating this all like its one big happy adventure? You're not the main hero of one of your stupid comic books, this is _real_. It's a _responsibility_, Ben, and you refusing to see that did _this!_" Gwen pointed to their unconscious grandfather furiously. The twelve year old girl whirled around and ran out the room, knowing if she stayed any longer she wouldn't be able to keep her voice down anymore.

Ben stared after his departing cousin, wincing as he heard her begin to cry. The brunette was now feeling more than just a little nauseous – he felt like he was about to throw up. Despite their constant bickering, Gwen had never yelled at him like that before – but he had deserved it. Just like all those other times, he had wanted to show off; only this time, the enemy was smart enough to take advantage of that and his Grandpa had ended up stepping in to save his life.

Possibly at the cost of his own.

_If it weren't for you and that _stupid_ watch…_

* * *

Ben shifted slightly, the alien form of XLR8 not very well suited to carrying a human backpack. The black shoulders were so skinny, the straps kept slipping down. Sighing in annoyance, the boy-now-alien gripped the straps tighter and continued skating on his wheel-like feet.

He didn't even know where he was going – the ten year old had simply rushed off the minute Gwen fell asleep on their Grandpa's arm, racing back to their RV that had been towed to the hospital parking lot. Sneaking in through the back window that never locked, Ben had grabbed his backpack and rummaged through the small fridge, cramming in sandwiches, water bottles, and a few candy bars. He had been in such a tearful hurry, he'd forgotten his sketchbook – but the only thing running through his mind at the time was how fast and far he needed to get away.

Even if he was more careful in the future, cutting down on the showing off, his Grandpa's current state and Gwen's words had made Ben truly realize how much danger his family was in because of the Omnitrix. He'd left before he could find out if his Grandpa would make it, which was probably his only regret right now. But Max Tennyson was a fighter – a real hero. Not like him. He would make it; he had to.

As dark, silent buildings whizzed by him, Ben felt a gooey substance oozing from his alien eyes, spilling to pool against the face shield XLR8 wore to protect his face at immense speeds. So this was this alien's version of tears…feeling the sticky stuff rising against his face, Ben came to an abrupt halt and retracted his face mask. He lifted a clawed hand to wipe the stuff away when the sight before him made him stop. Too busy staring, Ben didn't immediately register the beeping of the Omnitrix and his subsequent transformation back into a boy.

A towering skyscraper loomed up in the sky, much higher than the buildings surrounding it. In fact, it was the _only_ skyscraper in the vicinity – the numerous glass windows shone brightly in the moonlight in contrast to the dark night of the rest of the city. But what really stood out was the shape of the building itself – it was unquestionably in the shape of the letter T.

Ben Tennyson had arrived at Jump City.

* * *

A/N: In anticipation of the questions…what exactly happened? What did the alien do to hurt Max Tennyson so badly?

…use your imagination XP


	2. Chapter 1

_Disclaimer: I don't own Teen Titans or Ben10, this is not for profit_

_Summary: Normally, Robin would have been more curious as to why this golden eyed kid with a rather strange looking watch was so afraid of the esteemed Teen Titans…but at the moment, he was a bit more concerned with tracking down one of the many aliens that seemed to have invaded Jump City._

_Chapter notes: In 'real' life, away from the kiddy censors, I think it's safe to assume that Ben would get actual injuries, and would retain said injuries when he turns back into a human. I think something like that does happen in Alien Force? Eh, whatever…_

* * *

**Chapter One**

Ben suddenly woke, jerking up into a sitting position on the bench he had fallen asleep on. The park he was in was eerily silent, which only confused him as to why he woke up. The answer came to him as his ears detected a slight rustling, followed by a soft groan, as if in pain. Slinging his backpack back over his shoulders, Ben made his way towards the noise as quietly as possible, hand poised over the Omnitrix.

Peeking over the park's well groomed shrubs, Ben's eyes widened as he caught site of two figures, seemingly caught in a wrestling match with the smaller one obviously losing. Looking closer, the ten year old realized the smaller one was a woman, trying to fend off her male attacker. That was enough to spur Ben into action and he quickly backpedaled a couple steps, slamming his hand down on the Omnitrix in the process.

Feeling his bones rearrange into that of a quadruped animal, Ben mentally rolled his eyes as the Omnitrix once again defied his wishes. Well, he supposed Wildmutt was just as good as Four Arms in this situation.

Jumping over the bushes, Ben growled and barked angrily, snapping his teeth towards the startled man. When he still didn't get off the girl, however, Ben lunged forward to close his jaws on the man's shirt and drag him off. Briefly, he wondered why the man wasn't wearing pants, but the thought quickly left his mind as he suddenly registered loud, hysterical screaming.

The girl was screaming. At _him_. Confused, Ben dropped the man currently in his mouth, trying to reconcile why the girl would be angry. Sure he looked like a scary monster right now, but didn't he just save her from being attacked?

Ben roared in pain as he felt his back suddenly bombarded by what felt like Heatblast's fireballs. Whirling around, he lifted his head to sense the hovering figure of a girl, glowing balls of light surrounding her clenched fists. Ben yelped as he sensed those balls of light leave her hands and head straight towards him – dodging out of the way, the dog-like alien broke into a run to get away from the strange girl. No doubt, she was an alien too. Was she after the Omnitrix?

"Hey you! Stop!" An authoritative voice shouted at him, making him pause for a second. Turning around, Ben was met with someone new. But this one, he definitely recognized from the eye mask down to the green and red (although the colors weren't obvious to Wildmutt's senses) spandex outfit.

'Robin.' Ben thought, feeling himself beginning to panic. These two were Teen Titans – and sure enough, three more figures emerged, a goth looking girl, a skinny elf-eared boy, and a huge cyborg. Why were they after him?

As if he wasn't in enough trouble already, Wildmutt's keen hearing sensed the familiar beeping coming from his shoulder. Knowing he had to get away before he changed back, Ben turned around and began running as fast as he could, praying his alien form was faster than the famous teen heroes. He dove into the woods that bordered the park just as he felt himself revert back to himself. Stumbling in the darkness, Ben tripped over a tree root and into a low ditch-like creek. Shivering, he struggling to quiet his breathing as he heard, than saw three of the Titans run right over where he was. After a few minutes of waiting in silence, the now soaking wet ten year old crept out of his hiding place and back towards the girl he'd tried to save, making sure he stayed within the covers of the trees.

"It just jumped out of nowhere at us, than starting tearing at John as if he was going to eat him!" The girl was raving, gesturing angrily. "If you guys hadn't gotten here, I don't know what would have happened!"

Robin nodded slightly, taking in the girl's account. It really was fortunate the team had been on their way back from foiling a bank robbery and happened to pass by. Glancing at the man's state of undress, the Titan decided a quick leave was in order to give them some privacy.

Unfortunately, Starfire wasn't quite as tactful. "You are very welcome, but I am wondering…what were you doing this late at night, and why is your friend missing his lower clothing?" She asked innocently, averting her eyes politely.

The man eyed the smiling Titan in disbelief. "Uh, are you serious? We were…cough just trying to have some fun, you know? A little romantic night out, is that too much to ask?"

While Robin attempted to explain to Starfire in the least embarrassing way, Ben realized what they were talking about and blushed deeply, feeling mortified at what he had just done. He had thought the man was attacking his girlfriend when he was only trying to…and the Teen Titans had to jump in to stop him because of his stupidity – Great. What a _wonderful_ impression he had just made…

* * *

Over the next couple days, Ben found himself alternating his sleeping quarters from grocery store to department store (1) to whatever he could find, using his alien forms to sneak in at night. What little money he'd brought had to be saved for food, and when that ran out…Ben didn't really want to think about it. It wasn't like he'd be able to find a job, people would wonder what a kid as young as him needed a job for…and when they found out, they'd put him in foster care or something.

'Maybe I should just go back…' Ben thought to himself as he half-heartedly picked through his small cheeseburger. He wondered if the impulsive decision to run away was just that – a stupid impulse. The brunette _could_ be back in his nice, soft bunk bed with plenty of food in the fridge and Grandpa cheerfully singing off key to some old-person radio. Gwen would be ragging on him about something, as usual, and he'd be teasing her back by rubbing in the fact that _he_ had the Omnitrix –

- and then the feelings of pure terror returned as he suddenly remembered the concrete blocks falling, crunching onto his Grandpa headfirst, knocking him unconscious, then flashing forward to the ominous beeping of the heart monitor the heartbeat of his Grandpa sounding so weak so slow and what if it stopped completely dead silence it would be all his fault Grandpa would never smile or laugh ever again -

Gasping, Ben returned to himself, shaking his head violently to rid himself of the unwanted memories. Tears pricked at his eyes and he bowed his head so that nearby couple giving him weird looks wouldn't see. Of course he couldn't go back – he'd just have to hold back his selfish needs in order to keep his family safe. That's what a _real_ hero would do.

Suddenly aware of a dripping sensation on his hand, Ben looked down to see he had subconsciously squeezed his burger, essentially turning it into one big wet mess. Trying to ignore the whispering coming from that nosy couple, the ten-year old quickly wiped his hand and dumped the rest of his food into the trash, knowing he would go hungry later as a result…but he was too depressed to care at the moment.

About to wander off to explore more of the city, Ben's ears pricked as he detected the unmistakable wailing of police sirens. Curious, the young boy followed the loud noise and found himself in front of an electronic store that seemed to be going a little haywire.

"What the…" Ben looked on in disbelief along with the rest of the gathering crowd as he realized the TVs inside the store were literally standing up on their own. The crowd collectively gasped as a large, flat screen TV wrapped its power cords around a screaming lady, the plasma screen cackling evilly at her fear.

Out of habit, Ben quickly ran into an empty alleyway and activated the Omnitrix. He had forgotten for the moment what had happened the last time he'd tried to transform and help someone – all he knew now was that lady needed help.

'Come on, give me what I want…' Opening his flaming eyes, Heatblast threw his hands up in frustration. "Agh, _stupid_ watch! Do you have something against Four Arms?!"

Hearing more screams, Ben decided he could finish his one-sided argument with the Omnitrix later. Leaping out from behind the building, Ben rushed into the store, dodging a vicious little radio in the process. A slew of cell phones came right after, the little things putting real meaning to the term razor phones as they attempted to slice him through. Incinerating all but one, which he easily dodged, Ben managed to aim a blast at the one TV holding the terrified woman hostage before an entire stereo system managed to take him down.

"Man, what the heck is going on here?" Ben muttered, searing through a tangle of cords that had aimed for his neck. Insane laughing answered his question, and the flaming alien turned to face a chubby little figure with a crazy gleam in his eyes.

"I am Controoool! I control everything – EVERYTHING! And I shall RULE in this electronic era!" The self-proclaimed Control yelled triumphantly, cackling again as Ben tried and failed to avoid the power cords this time.

"Titans, GO!"

'Oh crap.' Was the only thing Ben had time to think before a bombardment of green and black energy balls began raining down on him. Did they think he was the enemy _again_? Honestly, he was being choked to death by power cords when they got here!

Hearing another scream, Ben glimpsed the woman he had previously rescued…and realized the same cords that were wrapped around her led to him as well. And him holding said cords in his hands… "Aw, come ooon!" Ben whined, deciding that he must have the worst luck in the world.

"Control! I see you got yourself an accomplice, although I never would have thought a human torch was your style." Robin sneered, facing the familiar villain.

Ben immediately dropped the cords and struggled to get out of the debris surrounding him. "Wait, I'm not-"

A stream of blue energy abruptly cut him off, slamming his fiery body against the wall. Groaning, Ben pulled himself free and attempted to raise his hands in surrendering gesture. "I'm not-"

"Azarath Metrion ZINTHOS!"

Black energy surrounded his body, effectively putting out Heatblast's flames. The icy coldness of such a dark essence chilled the fire alien to the bone, right to the point of pain. Ben screamed, feeling his alien skin struggling to produce flames and protect the heated body from the invading cold – somehow, he managed to produce a small fireball and launch it, distracting the Titan enough to break the spell.

Scrambling to his feet, Ben stumbled towards the store exit. It was obvious the Titans wouldn't believe he was only trying to help at this point, and the lingering pain from that Titan's dark energy kept him from thinking straight. Firing random fireballs behind him as they would obviously try and pursue, Ben blundered his way around buildings, avoiding the energy balls/beams shooting towards him as best he could until the Omnitrix finally timed out. Ben leaned against a wall and nearly cried in relief as he looked down the street to see the Titans completely pass him, obviously not considering a flaming humanoid torch could hide in a dark alley.

Sinking to the ground, Ben closed his eyes and winced as he realized he was still in pain. It seems things of extremely dark nature were quite hazardous to Heatblast, just as the cold was. The effects felt like the equivalent of fire burning human skin – random burn marks and blisters littered Ben's arms and probably his torso too, as if he'd jumped into a bonfire.

Well, he had eight more aliens left, and thus eight more chances to prove to the Teen Titans he wasn't their enemy. Hopefully, they'd be easy on him and let him live through it…

* * *

-One Week Later-

"Hey, Robin? Can I talk to you for a sec?" Beast Boy stuck his head into the training room upon spotting the other Titan inside.

Robin set the weights he'd been lifting back onto their stand and turned to face his friend. "Sure, what's up?"

"Um, it's about those strange creature thingies that have been showing up lately…"

Robin nodded as he recalled a couple of the nasty incidents involving said creatures. "Yeah, they're aliens, I think. Star says she recognized a few of them. Anyway, what about them?"

Beast Boy sighed, very unlike his usually cheerful self. "I don't know, don't you think we're making assumptions too quickly? I mean sure, those first two aliens were pretty suspicious, but the way we went after those last few was kind of harsh, don't you think?"

Robin's masked eyes narrowed. "Beast Boy, I understand what you're saying," He began sternly, "But according to Starfire, at least seven of those creatures are aliens. That's seven, probably more, different alien species suddenly showing up on our planet – and every time we find them, they're involved in some kind of fight. Honestly, I don't think they came here with any intentions of peace."

Despite his leader's firm tone, the green changeling persisted. "Yeah, but it could be that at least one of them just might-"

"Look, it's not up for debate. They are considered a threat to Earth, and that's all there is to it." Robin's voice brooked no argument.

Sullenly, Beast Boy turned to leave. "_Star's_ an alien but you certainly don't have a problem with _her_." He muttered under his breath.

* * *

_A/N: I forgot what Wildmutt used to sense things around him, but I think it was sense of smell? Anyway, that's how I wrote this chapter, sorry if it was wrong._

_(1) I got this from this movie I saw, about a girl who gave birth in a…K mart I think? She was known as the Kmart girl, and 5 was a really really unlucky number for her. And she named the baby Americus. Anyone know what movie I'm talking about? I forget the title…_


	3. Chapter 2

WARNING: M-RATED CHAPTER

**WARNING: M-RATED CHAPTER. Nonconsensual sex/rape, I've warned you, as I've warned you in the prologue, so don't read just to yell at me in disgust!**

Chapter notes: Um yeah, so because I became so embarrassed after I read what I actually wrote, this is actually a much more toned down version of the original. Plus, I don't want to get kicked off the site! T.T If you reeeeaally wanna read the original, I can email. :P

And for some reason, the page breaks aren't working...argh

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**Chapter Two**

Ben gasped, limping onto the kiddy playground and nearly collapsing on the mulch. This time, he'd been trying to prevent a robbery at gunpoint when the Titans ambushed him. Thankfully, he'd managed to get away as usual, his transformation back into his human self giving him the advantage of escaping. Unfortunately, the injuries this time were a little more severe.

Crawling into the tube slide, Ben hoped no kid decided to randomly show up at 8 pm to play on the playground. The ten year old groaned slightly as he carefully pulled his shoes off – his ankle was very obviously sprained, and his right wrist felt like it was broken, probably from landing on it when Cyborg threw him from a building. Ben briefly wondered if the pain would have been twice as great if he'd sprained both of Four Arms' right wrists instead of just one...

In addition to all that, his back was still steaming from Starfire's crazy eyes. His only shirt was obviously ruined, and he would have to find a new one somehow. The thought of stealing one may have made him sick a couple days before, but at this point he had already started stealing food so the idea wasn't quite so repulsive.

Pulling the ragged remains of cloth off his torso, Ben began to tear the white and black shirt into strips, tying them together to make crude bandages. These he wrapped around his wrist and ankle as best he could, fumbling in the dark. The ten year old might have considered going to the hospital for his back, but the first time he'd worked up the courage to go in there, the unpleasant memory of his unconscious grandpa washed over him. Suffice it to say, he got out of there quite fast and didn't go back since. Besides, he could handle a little pain...

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_The next morning_

"Aaaugh!" Ben half screamed as he forgot himself and tried to stretch - irritating his back burns quite severely. At this rate, there'd be nothing left of him by the end of the week, and all due to the Teen Titans of all reasons, NOT from some especially tough villain.

'Maybe I should just leave for another city.' Ben realized the option had always been open to him and thus felt a little stupid. But it was such a rare opportunity to be around real heroes, and the ten year old supposed the chance to get to know at least one of them was tempting enough to brave his injuries. They could have given him a few tips on how _not_ to endanger those around him while trying to fight evil. At this point though, there was no chance they wouldn't see him as a threat, so he really had no reason to stay.

Tumbling out of the yellow tube slide, Ben slowly got to his feet and brushed himself off. He shivered slightly in the morning chill, reminded of his need to find a new shirt. Thank goodness it wasn't the middle of winter.

Painstakingly, the young boy began making his way out of the park and back into the busy city. With each jarring step, sharp pain laced through his sprained ankle and at one point, he made the mistake of grabbing for a railing with his sprained wrist. At this rate, he'd never make it out of the park.

Gritting his teeth, Ben leaned against the railing to rest for a bit and think over which alien didn't use their ankle to travel. Stinkfly would work, although he'd have to make sure he stayed high in the air and out of sight until he found a safe, and hidden place to land. Definitely in some place _far_ from the Titans tower.

Ben glanced about quickly to make sure no one was around to witness his transformation. When he verified it was clear, the brunette activated his watch, hoping it would cooperate this time.

Thankfully, it didn't seem too inclined to give him trouble as Ben triumphantly unfurled Stinkfly's thin wings. He lifted off the ground with a buzz, using the alien's special eyesight (1) to pinpoint an area that was mostly empty of heat signals. Not only did he find a currently unpopulated area, it was close to what looked like a mall, meaning the area was most likely an empty parking lot. The mall would definitely have places to find food and clothes.

A few minutes later, Ben flew into the safe darkness of a parking garage, adjacent to the Rebound Mall (2). As his trusty infrared vision had indicated, there was not a soul in sight, which was expected at 8 in the morning. Usually, the mall didn't open until 10 or 11 a.m, giving him plenty of time to get what he needed.

After fifteen minutes of waiting, Ben transformed into Upgrade and easily bypassed the security systems of the shopping center. As usual, the ten year old pushed the shame of resorting to such measures to the back of his mind in favor of his current needs. If only to appease his conscience at least a little, Ben took the cheapest, plain white shirt he could find and some cold pretzels that were probably meant to be trashed anyway. Munching on the stale bread, the ten year old limped around aimlessly, waiting until the Omnitrix reset so he could use Upgrade again.

Unfortunately, it seemed as if the alien watch felt like making up for its previously good behavior so it took several tries before it gave Ben the alien he wanted. As a result, it was nearing 9:30 by the time he got out, and the brunette fervently hoped no one had arrived early to open up the mall.

"Come on, come on, come ooon…" Upgrade muttered, bouncing on his feet impatiently. Ben noted in the back of his mind he didn't seem to retain injuries in this alien form, probably due to its amorphous nature. A useful bit of information.

Finally, he turned back into a boy but now Ben had to wait _another_ ten minutes for Stinkfly again. It was as if he was living in ten minute intervals all the time. The brunette wished the Omnitrix would serve as an actual watch as well, then he'd at least be able to keep track of exactly how much longer he had to wait.

Just as the annoying red light turned back to green, a sudden noise made Ben turn sharply, body tense and ready to flee. It wasn't the Teen Titans as he expected (which was silly, what was the chances of them finding his human self in an empty parking garage?), but a lanky, middle aged man that looked as if he could really use a bath. Although, Ben knew he probably looked just as scruffy, if not more.

Wondering what the man was doing hanging out in an empty parking garage (he was probably wondering the same thing about him), Ben stuck his hands in his pockets and casually began walking up a floor. He needed to get out of the man's line of sight before he could transform.

"Hey!" Ben yelled as he suddenly felt himself yanked backwards by the collar. Glancing back, the ten year old was alarmed to see the lanky stranger staring at him with bloodshot eyes and a crazed, toothy smile. Messy hair fell haphazardly across his face, giving him even more of an insane look.

"They're after me…" He whispered, voice coming out in a raspy hiss. As if to emphasize his paranoia, the crazy stranger tightened his grip on Ben's shirt and drew him closer.

Ben leaned back, disgusted and more than a little confused. "Who's after you? And let go of me!" He demanded, vainly attempting to loosen the spindly fingers from his collar. What the heck was this guy's problem?

"Those arrogant _kids_, that's who!" The man answered angrily, as if it was obvious. "They're gonna find me. They always do. Why can't they just leave me alone? All I wanted was to have fun, who are they to just decide I can't do that? It's my lives, not theirs!"

Although the stranger had yet to let go of him, Ben was beginning to feel a little sorry for the guy. Even if he was a crazy schizophrenic. "Hey come on mister, don't cry!" Ben exclaimed, alarmed as fat angry tears began to roll down filthy cheeks. The brunette noted in disgust how the drops of liquid fell to leave visible tracks on that dirt caked skin.

"And why not?" The man sniffled. "My life is so miserable, I can't ever have fun. Because of those damn kids, punishing me because I LOVE kids! I love them! Don't you understand that, I _love_ them!" The man shouted, bringing his face suddenly close to Ben's in order to stare emphatically into startled eyes.

"Okay, okay-"

"Hey, _you're_ a kid." The man said thoughtfully, suddenly calm. Ben resisted the urge to roll his eyes – he _just_ noticed?

"Yes I am, and as much as I feel sorry for you for whoever you think is out to get you, I really have to go. Could you please let go of me now?" Ben asked as patiently as he could.

"NO!" The man yelled, suddenly grabbing Ben's shoulders in a vice-like grip. "I'll show those stupid Teen Titans how wrong they are! I'll show them how much I _love_ kids!"

"What are you doing?!" Ben yelled indignantly as the suddenly frenzied man pushed him down, hard, to fall backwards on the rough concrete. The brunette winced as he felt his burnt back collide painfully with the hard surface.

"I'll show them…." The man continued to mutter, pinning the struggling ten year old firmly to the ground. He ignored Ben's surprised gasp as he shoved a hand into the boy's pants and pulled so hard he ripped right through the zipper.

Any further protests from Ben were effectively thwarted as the man shoved two fingers into his mouth. The ten year old nearly gagged, both tasting and feeling the gritty bits of dirt and who knows what else that was smeared across the man's fingers. Helplessly, Ben grasped at the hand that began to forcefully thrust in and out of his mouth, fingers hitting the back of his throat each time.

"Mouth is too small…" The man muttered, pulling his slicked fingers out with a wet sound and staring at them thoughtfully while Ben coughed and choked in gasps of air.

Ben continued to cough from the previous assault, trying to get the nasty grit out of his mouth. His eyes began to water as he stared down at the Omnitrix – he could _very_ easily save himself, but the risk was too great. No doubt this guy would blab to everyone about what he saw.

Eager hands continued to struggle with his ripped pants. As they made their way into his boxers instead of towards his pockets, Ben's eyes widened in sudden shock as his ten year old brain realized it wasn't money or his wallet the man was after.

"Stop!" Ben yelped, renewing his struggles. He kicked backwards, feeling the satisfying thud of his foot against the man's face. He didn't waste time relishing the small victory and began to crawl away as fast as he could, holding his pants up at the same time. Glancing at his watch, the young boy decided he didn't care now if the man discovered his secret – he _had _to get away, now that he knew what would happen to him otherwise.

Just as he was about to push down on the alien watch, a hand reached around and quickly grabbed his sprained wrist. With a hard yank, the man pulled Ben backwards to fall into his lap with a pained cry.

"You _bastard_, let me go!" Ben screamed, tears of pain and frustration pricking his eyes. He was so close! "You're hurting me! Let go, let go, LET GO!" Ben shrieked as the man's grip on his wrist tightened so much, it felt like his bones were actually shifting. Why wasn't anyone hearing his cries for help? Grandpa, Gwen, anyone...even the Titans, they seemed to pick up on even the most minor crimes and rush to save the day, why weren't they coming to help _him_?

"Why are you whining? Stop whining! I'm showing you how much I love you! See?" The man insisted in a hurt tone.

_Nononononono…_

The helpless brunette's muffled cries continued to break the silence of the empty parking garage.

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"What a mess…" Robin muttered as he stared up at the giant TV screen currently showing chaos and mayhem. And no, it wasn't a video game.

"What's up, Robin?" Cyborg asked curiously as he entered the rec room, munching on a hot dog for breakfast.

Turning, Robin smirked at his friend's choice of food. "Good thing Beast Boy isn't up yet, he'd go ballistic." A loud scream from the TV screen immediately wiped the humor off of Robin's face. "Big prison breakout a few days ago, so there's a lot of small AND big-time criminals running around the city. I'm only really worried about the big ones, but with so many of them out there, it'll be difficult to prioritize who to go after first."

Dusting bread crumbs away from the crevices of his machinery, Cyborg nodded gravely at the serious news. "You're right about that. What prison was it?"

"Elkitrice."

"Elkitrice?" The two Titans turned to face Beast Boy, who had just walked into the room. "Did you say Elkitrice?"

"Yeah, why?"

A rare, grim look overcame the green changeling's features. "Robin, part of Elkitrice is for sex offenders."

OOOOoooooooo000000ooooOOOOOOOOOOOOOOOOOOoooooooooooooooooooooo0000000000oooo

A/N: ...Yes, I am a perv. Either that, or I watch waaaay too much Law&Order SVU.

1) I feel like a bug alien would have this kind of power...

2) Teehee, got the idea for this name from 'Jump' City...yes, I am lame


	4. Chapter 3

_Disclaimer: I don't own Teen Titans or Ben10, this is not for profit_

_Summary: Normally, Robin would have been more curious as to why this golden eyed kid with a rather strange looking watch was so afraid of the esteemed Teen Titans…but at the moment, he was a bit more concerned with tracking down one of the many aliens that seemed to have invaded Jump City._

_Chapter Notes: Nothing really, except I rather like how this chapter turned out. Such a rare thing to happen, heh…_

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**Chapter Three**

The next few hours seemed like a blurry haze; Ben barely acknowledged his actions, feeling as if his body was going through the motions automatically. He found himself back at the park where he had slept the night before and without a second thought, landed as Stinkfly (he didn't even remember transforming, or even if he waited until he was out of the man's line of sight when he did), reverted back, then crawled into the tube slide once more. In the far back of his mind, Ben supposed he should feel thankful it was a school day and no children were playing here, but he was feeling far too numb to care at the moment.

For an unidentified amount of time, Ben Tennyson simply lay there, staring at the yellow plastic inside of the slide. The pain from his backside had lessened a bit, but it still throbbed. And the young boy could still feel occasional bleeding seeping through his boxers and no doubt staining his ripped paints. He really should get up and take care of that…

A sudden scream pierced through Ben's hazy state and despite all the soreness and pain, the ten year old poked his head out of the slide to see what was going on.

It was another scruffy looking man, in a similar state to the one he'd just escaped from. Where were all these criminals coming from, anyway? This one was attempting to grab a woman's purse; however she was putting up a rather good fight.

Still, Ben's instincts kicked in even in his current condition. Deciding he'd rather not be in pain while fighting, the brunette twirled the Omnitrix to Upgrade and transformed.

The relief was so great, Ben would have cried if his alien form had allowed him to. Swiftly, he sprinted towards the two fighting humans and barreled straight into the surprised man. Not in any kind of mood for his usual wise cracks, Ben yanked the purple purse out of the man's hands and tossed it in the surprised woman's direction. He was about to wrap his body around the criminal and drag him towards the police station when a sudden whirling noise made him turn.

"Ow!" Ben yelped as a sharp batarang embedded itself into Upgrade's arm. The pain immediately disappeared as the alien's technology-hungry skin absorbed the tiny piece of equipment. In his distraction however, his prisoner managed to struggle out of his clutches and escape.

"Beast Boy and Cyborg, you guys chase down that criminal. Star and Raven, with me!" Robin rushed out the commands quickly, lightly landing where Starfire deposited him.

Now Ben _really_ wanted to cry. He definitely didn't need this, not now of all times…as quickly as he could, he made for the city. It would be easy to find some sort of technology to help him escape.

"Wait! We don't want to hurt you!"

The shout nearly made Ben pause – maybe they finally acknowledged he was only trying to help?

A sudden blast of green energy made him rethink the notion and Ben quickly resumed his escape, the painful memory of Starfire's searing eyes on his back still very fresh. 'God, why can't they just leave me alone?' He thought despairingly as he hitched a ride on a passing bus.

After riding the vehicle for a few minutes, Ben released his hold and bounded onto the sidewalk. He quickly slithered along the wall of the nearby building until he was no longer in view of the street – a few seconds later, he felt himself change back.

As soon as the transformation was complete, Ben gasped and immediately sank to the floor. The pain of his numerous injuries returned to him all at once, hitting him like the bus he had just escaped on. It was as if all the physical strain he'd experienced as Upgrade had been delayed until now.

"Where did he go?"

"I don't know, I thought I saw him come this way..."

Despite the haze of pain that still refused to go away, Ben was able to recognize the voice well enough to feel the beginnings of panic creeping up on him again. Unfortunately, he couldn't quite get up yet...

"Hey, what the...Robin! There's a kid here, and he looks hurt really bad!"

'Shoot!' With great exertion, Ben forced himself to his feet as best he could and attempted to bolt away from the large, half human half machine Titan. His multiple injuries throbbed in protest, but the ten year old boy ignored them - for now. Because for now, the only clear thought penetrating his pain-filled mind was that he had to get away.

He didn't get very far - with lightning fast reflexes expected of a Teen Titan, Cyborg grabbed Ben's arm before he could escape. The brunette screamed as the sudden movement jarred his sprained wrist.

"Cyborg! What are you doing?" Robin had rushed up, alarmed at the loud noise.

The big lug began to protest. "I didn't mean to hurt him, but it seems like his wrist might be broken..."

Even so, Ben kept trying to pull his arm out of the strong hold. The sight of the leader of the Teen Titans only made him increase his struggles to the point where he almost felt like his wrist would just snap off. "Let go, let go of me now!" He demanded frantically, panicking even further as the masked eyes moved to stare straight at him.

Normally, Robin would have been more curious as to why this golden eyed kid with a rather strange looking watch was so afraid of the esteemed Teen Titans…but at the moment, he was a bit more concerned with tracking down that alien that seemed to have escaped. Time was wasting by the second, so the leader rushed out impatiently, "Cyborg, go take that kid to the hospital and get back to us as fast as you can. Go!"

'Hospital.' The word made Ben freeze, giving Cyborg the opportunity to scoop his body up in a gentle but unrelenting hold.

"Geez, what happened to you kid?" Cyborg muttered as he sprinted as fast as he could to the nearest hospital. "Did that alien hurt you?"

Sorely tempted to answer truthfully, instead Ben kept quiet. He stared sullenly up at the nurse that came out to retrieve him from Cyborg's arms as they arrived at the dreaded building - no way was he going in there. Absolutely no way. He allowed himself to be lead inside only up to the door as he watched the Teen Titan speed away to join his team. The minute the robot man was out of sight however, Ben jerked his uninjured arm out of the nurse's startled grasp and sprinted away - the dreaded images of his hurt Grandfather had already begun to surface and it was the last thing he wanted to deal with right now.

* * *

After hours of searching, Robin forced himself to call it a day. He was frustrated with himself - never had he repeated the same mistake so many times of letting the enemy escape. But somehow, they seemed to simply disappear right in the nick of time. If they were all different species, how were they managing to pull the same trick on him every single time?

Clenching a green-gloved fist, Robin forced himself to calm down. His teammates would only become worried and just as edgy as him if they saw his lack of restraint. Feeling a bit more clear-headed after a few seconds, the black haired Titan remembered the small incident that had turned up in the midst of their chase. "Cyborg, did you get that kid to the hospital alright?"

Cyborg nodded. "I did - he didn't struggle on the way there at all. Although, he was really tense."

"How could such a young child be so hurt?" Starfire asked in distress, tears already beginning to form at the corners of her green eyes. "And why was he so afraid of us?"

Robin shrugged, knowing he wondered the same thing himself but also acknowledging it probably wasn't their business. "He was probably new to the city and maybe didn't know about us. In any case, we have more important issues to focus on." Now that they'd given up on chasing after that alien, it was back to their default job for the next few days - cleaning up the city of all the escaped criminals.

* * *

Beast Boy was troubled.

If the rest of his team was aware of this fact, they would either stare at him as if he'd grown a second head or immediately rush to him to check if he had a fever. Or run a tox screen, maybe.

He'd gone through the rest of the day acting as normal as he could, not wanting to worry his friends. After capturing five criminals, the team had called it a day and returned to their home. Beast Boy took his turn in making dinner and as usual, served everyone their tofu burgers. He'd even managed to force the usual reaction to Cyborg's taunts and jibes about his vegetarian ways.

But now, in the privacy of his room, the green changeling let his troubled thoughts take over. He'd seen the look of pure terror on that yellow-eyed boy's face, and it had been disturbing not because it was fear - but because Beast Boy felt it was the exact same reaction he himself had displayed at a certain time in his life. He'd noticed the little things the others hadn't; the way the boy had shied away from touch, how tense he was in Cyborg's arms, but most of all - it wasn't dirt that stained the boy's dark, torn pants.

Robin hadn't asked how he'd known there were sex offenders at Elkitrice, and he hadn't offered up an explanation. But now, that knowledge bothered him enough to toss aside his bedcovers, slowly open the window, and jump out of the towering skyscraper he called his home. He let himself simply fall at first, reveling in the cool wind whipping past his face and through his short green hair. After a few seconds, the lithe form morphed into that of a green owl that glided silently in the direction of the city's main hospital.

* * *

Robin yawned, stretching and cracking his back as he walked into the kitchen. He smiled as he spotted Starfire's hovering form, crouched over the stove as she attempted to make something edible for breakfast.

"Morning, Star."

"Ahh, good morning, Robin!" She exclaimed cheerfully, turning around with a spatula in her hand. Gooey brown gunk dripped from the kitchen utensil, making the other Titan eye it with open suspicion. "I am attempting to make Glorpslik for breakfast - it is a most refreshing recipe that guarantees a wonderful start to this wonderful day!"

"Um, I think I'll pass." Robin said quickly, opening the fridge to pull out the pancake mix. "Anyway, it's my turn to cook, so why don't you let me make pancakes for everyone? You love pancakes, remember?" The Titan wheedled.

Before Starfire could answer with her usual cheerfulness, the doors opened to reveal a stressed out looking Beast Boy.

"Beast Boy! What's wrong?" Robin asked, alarmed at the changeling's harried looking state. At such an early hour, too.

Shaking himself as if to straighten his appearance (it only made him look worse), Beast Boy rushed out quickly, "Robin, remember that kid from yesterday, the one Cyborg took to the hospital?"

"Um yeah, I remember, but what's-"

"He's not there anymore! The nurse said he ran away the minute Cyborg was out of sight!"

Robin sighed, setting the pancake mix and frying pan down on the counter. "That's definitely weird, and I wish we could help because he's probably going to end up hurting himself even more, but there's nothing we can do. That's a job for the local police, or Missing Persons, but not us."

"But we found him, don't you think it's our responsibility to check up on him at least?"

"Well, apparently you already tried that." Robin replied, eyeing Beast Boy sternly at the implication that the youngest Titan had snuck out of the tower in the middle of the night. "But if it bothers you that much, just notify the police and they'll look into it. Okay?"

Narrowing his eyes, Beast Boy said nothing - only stormed out of the kitchen and out of sight. It was enough to disturb the rest of the Titans, to see their usually playful friend act in such a way.

"Robin." Raven' soft voice made said Titan turn his head to face the previously meditating teen. "This means a lot to him - maybe you should consider doing this, even if it's true that it isn't part of our job."

"We don't have time to pursue such trivial problems." Robin argued, beginning to feel his good morning mood dissipate rapidly. "If we go after every little issue that we all just feel bad about, we'd never get anything done. Our priority right now is cleaning up the city and putting all those convicts back where they belong."

"He's _really_ upset about this. I don't know why, but it's different this time." The teen empath insisted. "It's not his usual childish petulance. This is the first time I've felt such dark emotions from him - and its directed at _you_."

Robin's eyes widened. Feeling a little hurt and more than a little confused, the teen relented. He knew he was right in that this wasn't a problem big enough to be worth the Teen Titans' attention, but if it was that important to Beast Boy - who was more than just a teammate, but an important friend despite their age difference - than the young hero supposed it couldn't hurt to look into. "Alright, fine. Raven go get Beast Boy, we'll search for the kid as soon as we finish breakfast."

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_Huzzahh, 1,2? more chapters to go..._


	5. Chapter 4

_Disclaimer: I don't own Teen Titans or Ben10, this is not for profit_

_Summary: Normally, Robin would have been more curious as to why this golden eyed kid with a rather strange looking watch was so afraid of the esteemed Teen Titans…but at the moment, he was a bit more concerned with tracking down one of the many aliens that seemed to have invaded Jump City._

_Chapter Notes: Nothing really, except sorry for the long wait!_

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**Chapter Four**

Ben walked aimlessly, feeling like his legs were made of lead but still not wanting to stop. He'd spent a sleepless night curled up in the same tube slide, and he would have stayed there all day too except this time a group of noisy kids had arrived at the playground. Not wanting them asking questions or mentioning him to their mothers, Ben quickly left the place, eliciting only a few curious looks and whispers. Now, he found himself wandering around at a trash dump area, having gravitated towards any place that didn't have people milling around.

His wrist still hurt. His ankle was still sprained. And every step he took jarred the pain between his legs and from behind, although it was definitely better than two days ago. It still bled once in a while though, and Ben realized his flesh must have torn there - as uncomfortable as it was, the ten year old figured it would heal on its own, eventually. Everything would. He didn't need to go to the hospital.

A sudden noise made him look up, even through his groggy state. He paused in confusion, wondering if he'd really just seen a green hawk fly past him. Then he blinked again as that same hawk seemed to screech to a stop in midair, turn right around, and fly...straight...towards him. The brunette began to back away, hoping his luck wouldn't be so bad that a hawk would just randomly attempt to attack him when he was clearly not its usual diet. Before he'd even taken two steps however, Ben felt his back thump against something hard.

Without even looking up to see what it was, the ten year old sprang forward and away from the object. He did _not_ want to feel cornered in _any_ way, ever again. His breath hitched as he realized what that hard object was - the stomach of a certain black haired Titan.

Now that they weren't preoccupied with chasing down aliens or criminals, Robin felt his curiosity about this boy grow. Even if he was from out of town, why would he be so afraid of them? It was as if he expected them all to attack him immediately, without question. "What's your name, kid?" Robin asked gently, slowly taking a step forward. It felt like he was trying to win the trust of a frightened animal.

The boy didn't answer, only darted his gaze warily back and forth from Titan to Titan as they each landed on the ground from flight or skidded to stop by car. For some reason, his hand strayed to the strange watch on his wrist, as if the movement gave him some measure of comfort.

Seeing the sight nearly made Beast Boy break down, for more reasons than one. A sudden idea sprang into his head and he morphed into a green but cute border collie and began walking towards the frightened boy.

"Beast Boy, what are you doing!"

Ignoring his leader's hissed query, the changeling slowly approached the wary kid, making sure to pant and wag his tail enthusiastically. When the boy didn't back away, Beast Boy sat down in front of him, looking up with the wide, trusting gaze of an eager dog. He even dared a quick lick at the swollen looking wrist, whining empathetically. The green dog visibly grinned as he saw then felt the hand tentatively begin to stroke his head.

"M-my name's Ben." The shaky voice nearly made Beast Boy bark happily in success before he checked himself, not wanting to startle the boy.

"Ben. We're the Teen Titans-" Robin stopped as the newly named Ben nodded quickly, signifying he already knew. Well, that only made things even more confusing - if the kid wasn't from out of town and knew who they were, why would he want to run from them? Unless...

Masked eyes narrowed as the Titan leader realized he hadn't considered a most obvious answer. "Kid, are you in some kind of trouble?" He asked slowly, ignoring the annoyed look Beast Boy shot him. Only the changeling could manage to make a dog's face look annoyed.

Beast Boy felt the hand clutching his fur tighten its grip. "Tr-trouble?"

"With the police."

Oh, now that was enough. Beast Boy quickly got on his haunches and barked sharply towards Robin. Standing protectively in front of the now startled Ben, the green collie began growling softly towards his leader, disregarding the later consequences such an action would entail.

"Beast Boy!" Starfire cried out in distressed confusion. "Why?"

Before the situation could get any worse, Raven quickly intervened, enveloping both Ben and Beast Boy in a single, immobilizing bubble of dark energy. "That's enough. Robin, we can discuss this later, but for now this boy needs medical attention - since it seems he refuses to stay at a hospital, I will heal him myself. Beast Boy, get better control of your emotions before I lose control of mine. I don't know why you're feeling this way, but whatever it is, don't take it out on Robin." She said sharply, a vein visibly throbbing on her forehead. It seems she was telling the truth, barely able to control herself with the uncontrolled onslaught of emotion she was unwillingly picking up from the green Titan.

The stern advice seemed to jolt Beast Boy back to his senses and he relaxed his posture within the bubble. Without another word, Raven gravitated off the ground and headed straight for the Titan Tower, both Beast Boy and Ben in tow behind her. The rest followed in silence, all three of them wondering what the heck had gotten into their youngest and usually most carefree member.

Ben shivered slightly within his confinement, remembering what this very energy had done to him as Heatblast. As a human though, it simply felt a little cool against his skin, if not a bit...creepy. Glancing to his side, the ten year old boy noted the green dog had yet to change back into its human form and instead had opted to rest a warm head against his knee. Ben didn't know why the green Titan felt so compelled to protect him, but it was a small comfort all the same.

Within a few minutes, Ben and the Titans found themselves in the spacious TV room of the Titans Tower. Dispersing her energy, Raven deposited the two boys onto the large couch and floated over to a corner to meditate. She needed to regain full control before she attempted a healing.

While she did so, an awkward silence fell over the remaining Titans and their 'guest.' Sensing the uneasiness, Ben began to fidget slightly, becoming more and more conscious of his dirty appearance. Looking down, he spotted the dark stains all over the crotch area of his pants and clenched his fists.

"Young friend, would you perhaps like a change of clothes?" Starfire broke the silence with her usual innocent cheer. "There is quite a bit of dirt on your lower garments."

'Right. Dirt.' Ben thought sarcastically, wondering whether he should be grateful or angry that the female Titan was that naive. Still, he only nodded, thankful for the offer nonetheless. She was probably just trying to be tactful.

"Here, I'll get some of my clothes," Beast Boy offered as he morphed back into his human self. "He's closest to my size." The changeling rushed off to fetch them, leaving behind an awkward silence once more.

Ben tensed even further, feeling more vulnerable already without the green dog by his side. He schooled his face into that of unconcern, pretending to stare boredly at the wall opposite the Titans. It probably didn't work, considering his legs were shaking like crazy. God, he just wanted to get out of here...be healed, then be gone. Maybe a few days before he would have been thrilled to be in the Titans Tower with all the Teen Titans, but right now he was barely keeping himself from just going Stinkfly and flying on out of here. They'd probably catch him, anyway.

Finally, after what seemed like an eternity, Beast Boy returned with a pair of khaki shorts and T-shirt with a bunch of anime characters. By this time, Raven seemed to have finished her meditation and she floated back to the group looking her usual emotionless self again. "Change first." She said brusquely, pointing to the bathroom door.

Ben obeyed, taking the offered clothes into the bathroom and shutting the door behind him. Slowly, he peeled off his filthy clothes with an audible sigh of relief. Although he'd liked to have gotten a shower before putting clean clothes on, it wasn't like he was going to demand it from the Titans. This would have to do.

Once he finished dressing, the ten year old scooped up his old clothes and walked out, back to the conversing Titans who immediately stopped talking once he was within earshot. Ben feigned disinterest and returned to his spot on the comfortable couch while cradling his dirty clothes, unsure of what else to do with them.

"Um, here I'll go wash those for you." Cyborg offered, taking the clothes with barely concealed disgust.

"Alright, well, we should really hurry this up since we need to get back to returning those convicts to Elkitrice." Robin said authoritatively, feeling like they were wasting too much time coddling this introverted kid. "Raven, do you need anything to-"

"Elkitrice?" The strange word left Ben's mouth before he could stop himself.

Beast Boy nodded, offering up an explanation before Robin could protest yet another delay. "Yeah, it's a detention center for a bunch of convicts - there was a break out a few days ago, so we've been busy putting them all back."

"Break out..." Well, that explained the seemingly large amount of criminals he'd encountered. Including...Ben stopped that train of thought, not wanting to be reminded of it. Although that was kind of hard, considering his backside still hurt.

"I'll need you to lay down on your back, okay?" Raven instructed, getting down to business and shooing Beast Boy off the couch. "Try not to move no matter what I do. Don't panic if you start to feel sleepy, but still try and stay awake. Understand?"

"Uh..."

A bubble of dark energy suddenly burst from Raven's palms, enveloping Ben and slowly maneuvering him into the proper position. Surprise registered in those yellow eyes, but the young boy managed to stay calm as the female Titan had instructed. He watched as the purple haired teen folded her legs in midair, hovering a few feet above the ground. She began to chant softly, and if he listened closely, Ben could hear what sounded like, "Azarath, Metrion, Zinthos" repeated over and over.

For a few seconds, nothing happened. Then Ben began to feel a little weird - as if his body was trying to shift around. It wasn't a painful experience, in fact it was a little similar to how he felt when his bones would rearrange into that of an alien he was transforming into.

Suddenly, Ben screamed as the 'shifting' feeling abruptly sped up and made him feel like he was being pulled apart, one layer at a time. Although his eyes were closed, he could just sense the goth Titan's dark energy coursing through him, trying to manipulate his flesh, but it was clashing with something, something was blocking her attempts and the battle was tearing him apart...

The Titans watched in horror as the boy began to change, right in front of them, into one of the very aliens they had attempted to capture. Flames erupted around the humanoid figure, but the moment they began to crackle, the alien shape changed again into that of a large fly-like creature with transparent green wings. It didn't stop there, however, as faster and faster, Ben's body took on the shape of every one of the alien creatures that had appeared in Jump City in the past few days. The shape shifting became so fast at one point, it simply looked like a blur as the alien forms seemed to be battling for dominance over the body they grudgingly shared.

By now, Raven had stopped her attempts and backed away. Over the loud alien screams coming from the still shifting body, she managed to shout, "Don't attack him, it will stop! Just wait!!"

True to her word, the shifting gradually slowed down, finally stopping to reveal the worn out body of the human Ben, who teetered for a few seconds on his feet before falling motionless to the floor. Rushing over, Robin checked and confirmed that the boy was merely unconscious, although rivers of sweat covered his face.

"What...happened?" Cyborg voiced the question on everyone's mind.

"It was my fault, although I could have prevented it if I'd known what _that _was." Raven pointed at the beeping watch on Ben's wrist. "It's some sort of container of various alien's DNA, and it's dispersed it throughout the boy's own human DNA. Somehow, they're in balance with each other, enough that his human DNA keeps its stability - but when I tried to fuse my essence with his body to speed up the natural healing processes, the balance was disrupted."

"So...what does that mean?" Beast Boy asked slowly, feeling a little lost in the explanation. For once, it seemed like he wasn't the only one.

Raven sighed. "All the different types of DNA were fighting for dominance, and his body was constantly shifting to take on the form of the alien whose genes were dominant for that one moment. I figured if we waited a little, the previous balance would restore itself."

"But then, that means," Robin started in a slightly incredulous voice. "he's the one we've been chasing all this time. It's been him, a single _boy_ that's been causing all this trouble!"

"How does he keep a single alien form?" Starfire wondered, peering curiously at the strange watch. She poked at it hesitantly, as if afraid it would go haywire again if she dared to mess with it. "Was he able to control which alien he wished to be for a certain amount of time?"

"That, I don't know." Raven deadpanned, using her powers to levitate the unconscious ten year old back onto the couch. "He should be awake soon, you can ask him then."

Five curious pairs of eyes watched and waited for the boy to open his own.

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_Review and tell me what you think please! Something more than just, 'update soon' would be nice... :P  
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	6. Chapter 5

Disclaimer: I don't own Teen Titans or Ben10.

A/N: Augh! I'm so sorry this took so long to get out! Truthfully, I've had this final chapter finished for a while, but I planned to accompany it with a drawing at the end (you'll see why). But I kept putting that off, and I realize now I'll never get around to it/it might be too hard for me too draw/I'm too lazy and broke to commission someone else to draw it. So I apologize for the somewhat awkward ending, as I had to change it to work without a link to the picture.

Please enjoy the conclusion to Run the Distance! :)

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**Chapter Five**

_"Grandpa!" Ben shouted, eyes locked in horror on the pieces of concrete falling slowly towards his Grandpa. Why wasn't his Grandpa moving away? Didn't he see he was about to get crushed? "Grandpa, run! Look out, above you!!"_

_The old man still didn't move, a strangely emotionless look on the wrinkled face. Frantically, Ben reached for the Omnitrix, knowing XLR8 could get to his Grandpa in time. Yellow eyes widened as his fingers touched bare skin - looking down, the ten year old realized the watch was no longer on his wrist. _

_"What...?" Confused, Ben looked back up, terrified, as the huge chunks of debris came closer and closer to his still unmoving Grandpa. Why couldn't he move, why couldn't he get there to save him when time seemed to be moving so slow?_

_The ten year old stood there, frozen to the ground, and could only watch helplessly as his Grandpa was crushed. Slowly. The look of pain, so clear on Max Tennyson's face, as the first chunk of concrete collided with his head - the old man's mouth was open as if in a scream of pain but it was dead silent around Ben but for the horrifyingly clear, crunching sounds of his Grandpa's bones cracking, breaking, collapsing. It seemed to go on for an eternity until finally - slowly, oh so excruciatingly slowly, the stout figure collapsed to the ground under the increasing weight of the falling debris, buried completely under a pile of rubble._

_"Grandpa...grandpa...NOOOOO!"_

"NOOOO!" Ben thrashed about, feeling hands holding him down...he fought them as hard as he could, knowing he had to get to his Grandpa, there was still a chance, he could be alive if he dug him out in time -

"Ben! Ben, wake up!!"

The loud voice hollered right into his ear, and yellow eyes snapped open to stare into frowning, masked ones. Confused, the ten year old looked around to see four more pairs of eyes watching him, some concerned, some emotionless...and he remembered where he was.

And what happened.

Ben winced as his body seemed even more sore from the exertion it went through after whatever Raven did. What was that, anyway? It felt like he'd been transforming, but at rapid speed and only for a few seconds at a time...was this supposed to be what Raven's healings always felt like?

"You have a lot of explaining to do." Robin's stern voice interrupted Ben from his ponderings, and the ten year old boy turned to face the Titan in confusion.

"What do you mean?"

Masked eyes narrowed. "Don't pull the innocent act, it's over. The only reason I'm giving you a chance to explain yourself is because you're so young and maybe you just didn't understand what you were doing. How have you been changing into different aliens, and why were you terrorizing the city?"

Ben's eyes widened as he realized what the Titan leader was talking about. So they knew...and they wanted answers. Instead of feeling fearful, however, the ten year old felt a week's worth of pent up frustration and stress and pain just bubble over - he'd been trying to freaking _help_ the Titans, had endured their beatings, and now they had the GALL to accuse him of something like _this!_

"You...you think..." Ben could barely get the words out, he was feeling so angry at the moment it was hard to think coherently.

Mistaking the attempt to speak as another plead of innocence, Robin crossed his arms and interrupted, "Look, I already told you, stop trying to deny it! We saw what that watch can do-"

"_TERRORIZING?!" _Ben suddenly yelled, startling the lecturing Titan into silence. "I was trying to _help_, trying so hard to be heroes like all of you, but every time you saw me you assumed right away I was up to no good! You didn't even give me a chance to _speak, _to explain _what_ I was doing at the crime scene, just figured, oh look, an ugly monster alien, he must be _terrorizing_ the city so let's beat him up, burn him to a crisp, toss him off buildings until he can barely move without breaking even more bones, man what the _hell, _what kind of heroes are you! You say you help people, you fight for justice, well _where were you_ when I needed _justice_, when that man kept hurting me and...and _touching_ me with those disgusting hands, you come in seconds when someone screams at the sight of me but I screamed and screamed and you didn't come! It was all your fault anyway if you hadn't hurt me so bad I would have been able to get away from him it was _all your fault!"_ Ben screamed, pounding his fists as hard as he could against the unmoving Robin. He continued his assault for several minutes until his sore body couldn't keep up with it any longer and he sank to the ground, his choked cries the only sound audible in the otherwise dead silent room. Through his blurred eyes, the brunette saw that he had started bleeding again, staining his light colored shorts a starkly visible red. At this point though, he really didn't care anymore, even as he sensed the stares coming from the five silent teens.

"Ben..." A tentative hand reached for his shoulder. The ten year old sprang up and slapped it away, despite the pain such sudden movement caused.

"Leave me alone." He hissed, covering the Omnitrix with his palm. Before the Titans' very eyes, he pushed down on it and with a bright flash of green light, transformed into Wildmutt. Ben roared in frustration, the alien watch disobeying him even now - it wasn't like he could fly away from the tower as a dog! Still, all he wanted was to get away, so he still ran towards the window, ignoring the startled yells of the Teen Titans. Without a second thought, Ben crashed through the glass and sank his sharp claws into the window frames, climbing as fast as his injured form could go.

Robin watched silently as the doglike alien scaled their home, obviously headed for the roof. He still felt stunned by what he had just learned, and wasn't sure if it was the right decision to go after the obviously emotionally hurting boy. But he couldn't just leave Ben like this...

"Robin. _We_ have made a terrible mistake." Starfire whispered, placing her hands gently on his shoulders. The masked Titan relaxed slightly, immensely grateful for his friend's rare moment of tact in preventing him from sinking into self-blame. "What shall we do?"

Robin sighed, lifting his eyes to the ceiling in the direction of where the ten year old boy - now alien - was sitting. "I don't know."

* * *

Ben sighed moodily, swinging his legs on the edge of the building. Wildmutt's form had timed out a couple minutes ago, so he still had to wait a bit before he could turn into Stinkfly. Stupid watch, never doing what he wanted...

He'd messed up. Pretty badly, too. Why had he lost control like that, _attacking_ Robin like that, screaming like there was no tomorrow? He'd even had the nerve to accuse them of failing to come to his rescue - but seriously, when did he ever think he needed to depend on anybody to come to his aid? That was what hurt Grandpa in the first place, when he'd acted like such a fool that he needed someone else to intervene.

Tears filled Ben's eyes as he leaned over to sink his head into his knees. He knew he was dangerously close to falling off, but he could hardly bring himself to care. He'd come all this way to keep his family safe, and tried to at least make something of himself if he had to be alone. Except, he'd failed completely: targeted by the Titans, violated by a complete stranger, and now here he was, miserable and crying on top of a building trying to figure out where he should go now - why couldn't he do anything right? Didn't the Omnitrix choose him because he'd be able to use it to help people? To be a hero to them? So why was he such a pathetic mess?

Sniffling, Ben stuck his slightly chilled hands into his pockets. He paused as his fingers hit something - and pulled out a crinkled piece of paper and pencil. Flipping it over, yellow eyes widened as he realized what it was, and he quickly stopped reading. Deciding now was the perfect time to get his mind off of the current events, the ten year old smoothed out the paper and flipped it over.

At the sound of footsteps, Ben froze but did not turn around. He relaxed slightly as a wet nose pushed against his arm, accompanied by a soft whine and a lick on his elbow. "Hi, Beast Boy."

With a slight whooshing sound, the green changeling morphed back into his human form and settled himself next to the brooding boy. "Hi, Ben." After that, Beast Boy said no more, only gazed out into the sunset illuminating the city. Ben was grateful for the companionable silence - he wasn't sure how he'd react if the Titan had asked him if he was okay.

Watching the younger boy doodle on a crinkled piece of paper, Beast Boy grinned sheepishly and scratched his head. "I see you found my failed love note to Raven."

Ben cracked a watery smile in return, the pencil in his hand pausing over the sketched figures. "Don't worry, I stopped reading once I realized what it was."

"Eh, s'ok, I mean I wrote that when I was young and naive." Beast Boy joked, swinging his legs against the edge of the roof. "I realized I don't like her that way anyway. What about you? Got anyone of special interest?"

For some reason, the image of a certain black haired eleven year old flashed through his mind, but it was gone in a second. He shrugged, and answered casually, "Not really. Guess I've been too busy to notice anyone."

"What about family?"

Ben tensed for a moment before forcing himself to relax. "Don't have any." He said stiffly, almost feeling the lie sit on his tongue like a nasty piece of rotten food.

"No Grandpa?"

Ben stiffened but before he could say anything, Beast Boy explained hastily, "You were kind of shouting it when you were unconscious before."

Sighing, the brunette relaxed again and went back to doodling. He supposed out of all the Titans, Beast Boy was the least intimidating - it was pretty hard, after all, to be scared of someone when your first close up impression of them was as a friendly, eager dog. "Yeah, there's Grandpa - and my cousin Gwen."

"And that watch...it let's you transform into different aliens, right? Kind of like its a superpower of yours?" Beast Boy asked curiously, staring at the Omnitrix.

Despite his confusion at the sudden shift in conversation, Ben nodded and held his wrist up to allow the other boy to see it more clearly. "Yeah, I guess. But each alien only lasts for 10 minutes, I haven't figured out yet how to hold it for longer."

"And you use it to protect people, huh?" Beast Boy asked with a smile.

"Yeah. Well, I mean, I try of course. Like you guys."

Beast Boy only nodded then, still smiling that small little smile that showed only the tiniest hint of his elongated fang. Ben thought he was done talking and was about to go back to his drawing when the Titan spoke again, seemingly on yet another random topic. "You know, sometimes I think how lucky we all are - the Titans, I mean. We all have our own powers that we use to help others, like you, but we get to be in a team with each other. So it's like, being a superhero - but none of the usual pressures of the role because your friends are superheroes too. We don't have to hide our identity from each other, we don't have to restrain our strength or abilities around each other...and what's best is we don't _really_ have to worry about the others getting hurt just by being around each other. Because we know that more or less, we can all take care of ourselves - I say more or less because Robin can be too much of an overprotective ass sometimes." The green haired sighed in mock exasperation, inwardly smiling as he heard the other boy let out a small laugh.

"That makes sense, but what's that got to do w-"

"Others aren't so lucky." Beast Boy continued as if he hadn't heard Ben speak. "Batman is a pretty grumpy guy, maybe because he's always had to hide so much of his life from everyone. Superman was sent willy nilly chasing after Lois Lane everytime she got herself kidnapped. And you..." The teen paused as he saw the other boy flinch, but did not stop, "...you've become so afraid for your family's safety, you think they're better off without you around."

Ben bowed his head, his bangs covering his tightly shut eyes. "How did you know?" He whispered.

"It wasn't hard to figure out from your sleep talking. And I'm not as stupid or dense as the others think I am, believe it or not." Beast Boy laughed softly. "But that's not the point - don't you think it's up to them to decide whether they want to be around you or not? It's not like Lois Lane cursed Superman's guts everytime she had to be rescued, I think it just made her like him even more and more - not that I'm telling you to fall in love with your cousin or Grandpa of course, that'd just be weird-"

"But how can I protect them?" Ben burst out, frustrated. "I couldn't even protect myself when that-that-"

"Ben." Beast Boy interrupted seriously. "I've been a Titan, a superhero for more than three years - do you think I'm strong? That my powers and experience make me really strong? Do you think a normal human would be able to take me down?"

"Of course not-"

"So, unlike you, I have nothing to worry about if, say that same man that attacked you, came after me. Right?"

"Well...yeah..."

Beast Boy let out a dry laugh. "If that were true, how could it have happened to me too?"

Ben was struck dumb by that statement and he stared in silence.

"The others don't know, I don't want to worry them. But what that means is even someone like me, me who you think couldn't possibly be overpowered by a normal person, can be. It wasn't your fault, Ben, there were other things involved that made a normally avoidable situation unavoidable. in fact you were kind of right before - it was because of us in a way, having injured you to the point where you couldn't defend yourself."

Ben didn't answer, only turned his head to stare thoughtfully at the now starry night.

"So you can't use that reason, and call yourself weak. Go back to your family, Ben." Beast Boy urged, a strange gleam in his forest green eyes. "Don't punish yourself just because you were granted the ability to help people. Who knows, maybe that cousin of yours will get powers of her own and be able to help you out someday!"

Ben scoffed at the thought. "Hah, Gwen? Get powers? Yeah right!" But despite himself, the ten year old grinned slightly as he thought of his cousin. She sort of did have powers, in her own way - that black belt in whatever karate she did wasn't for nothing. And Grandpa - he was a plumber. A secret defender of the Earth against invading aliens. Didn't he tell that to himself before, that night he ran away? Grandpa was a fighter.

He hated to be treated as helpless - so how could he have treated his family that same way?

"Wow, I made a big mistake, didn't I?" Ben murmured, staring up at the twinkling stars.

Beast Boy shrugged casually. "We all do." Suddenly, the green Titan sat upright, an excited look on his face. "So now that we've resolved that issue, tell me all about that awesome watch! Where'd you get it? Can I get one? How many aliens can you transform into? Does it hurt when you change? I mean, it doesn't hurt when I change, but yours is probably different..."

Laughing at the older boy's sudden eagerness, Ben looked down at the Omnitrix and started, "First of all, it's called the Omnitrix. And I was out camping with my family when I saw this huge meteor fall to the Earth..."

* * *

_The next morning..._

Beast Boy yawned, changing into a cat to easily stretch the kinks out of his body. He changed back and looked down on his floor where he'd given a spot to Ben and wasn't too surprised to find the spare blankets empty. The changeling was about to walk out of his room to brush his pearly whites when he spotted a crinkled piece of paper on Ben's pillow, and went back to pick it up.

Smoothing it out, Beast Boy grinned at the sketch - although he wasn't sure he'd cuddle a slobbery wildmutt as a border collie in real life. Maybe pet it from a distance.

_~fin_

* * *

A/N: Thanks so much for sticking with this till the end! Side fic Speak and You Will Be Heard will be something of an epilogue about what happened to Beast Boy if you're interested.


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